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Mergers & Acquisitions

Mergers and Acquisitions Lawyer in Michigan

Mergers and acquisitions (M&A) are business transactions involving the sale or purchase of a company, or the merging of multiple companies into a single business entity. M&A transactions also cover the transfer of business assets or ownership. M&A is a specialized area of business law, with a significant amount of legal requirements, liability, and paperwork involved. Oftentimes businesses find the help and assistance of an attorney specializing in business law essential to navigate this complex process and achieve successful completion of M&A.

The Hoeg Law Firm has over a decade of experience in helping companies and individuals with M&A transactions. We provide clients with a high level of legal expertise at a fraction of the cost that large firms charge. When working with Hoeg Law, you can expect large law firm caliber work with a personalized, small firm approach. If you or your company needs legal guidance with M&A, contact us for a free consultation today.

Acquiring, Selling or Merging Companies

Mergers and acquisitions can take many forms, depending on the structure of the companies involved, as well as the desired resulting corporate structure. This can include stock sales, asset sales, reverse triangular mergers, as well as other more basic options such as horizontal and vertical mergers.

Whether you are on the buying or selling side, a merger or acquisition will be a significant transaction for your company, with many things to consider. These questions may include:

  • What should the sales price be?
  • Should the company be sold in its entirety or the assets broken off and sold separately?
  • What happens to the current employees?
  • How will the current owners be paid?
  • What should happen if the company underperforms?
  • What if there’s an issue with the assets being conveyed?
  • Are there contractual obligations owed by the company to a third party?

These are only a few key considerations when purchasing or selling a company. The lawyers at Hoeg Law have considerable experience dealing with mergers and acquisitions and can help ensure a successful transaction.

Mergers & Acquisitions Aspects We Handle

Transaction Diligence – Transaction diligence involves the investigation and verification of an investment opportunity, which is very important when purchasing a business or making an investment. This gathering of information and verification of details surrounding the transaction is critical for improving chances of long term success. Hoeg Law has years of experience and expertise assisting clients with transaction diligence on both the buying or selling side of mergers and acquisitions.

Employee/Founder Counseling – A large part of Hoeg Law’s business involves providing strategic advice to business founders and owners who haven’t previously sold (or acquired) a company. We have many years of experience providing strategic advice regarding common issues involving mergers and acquisitions, as well as what they should or shouldn’t negotiate during the course of a transaction.

Board Counseling – Board counseling is focused on the advising of corporate boards regarding the special fiduciary duties that a board holds to the shareholders and the company as whole. This counseling can be extremely valuable during the course of complex M&A transactions.

Authorizing Resolutions – To effect a merger, acquisition, or any other significant corporate transaction, the action must be authorized by the board, the stockholders, or both through authorizing resolutions. The drafting of these resolutions is a complicated but important part of the M&A process. Hoeg Law will work with you to draft a legally sound resolution tailored to your particular situation and business needs.

Stock Purchase Agreements – This type of contract lays out the agreement between the buyer and seller of a company’s shares. Stock purchase agreements protect both sides of the transaction.

Asset Purchase Agreements – An asset purchase agreement is similar to a stock purchase agreement, however it involves a company’s assets instead of its shares of stock. In this case, the contract details the agreement between the buyer and the seller of the company’s assets.

Charter Restatements – Most acquisitions will require revisions, amendments, and restatements to the governing documents of the company. This can include revisions to equity and capitalization tables, name changes, and other items that hit the highest level governance documents of the company.

Subsidiary Formation – Sometimes a parent company has a need or desire to create a subsidiary company which they have control over. The formation of this subsidiary company can be a complicated process depending on the details and desired structure. As an expert in the structure and governance of businesses, Hoeg Law frequently assists parent companies in subsidiary formation.

Physical copy of a mergers and acquisitions contract that's titled "Business Bill of Sale Purchase Agreement."

Securities Law (Blue Sky) Compliance – Securities Law is enforced at the federal level in order to protect investors. In addition to this, each state has its own set of “Blue Sky” laws that are enforceable at the local/state level. In Michigan, these laws are referred to as the Michigan Uniform Securities Act. Hoeg Law assists Michigan small business owners to ensure they’re compliant with these laws.

IRS Code 409A Compliance – Section 409A of the Internal Revenue Code involves compensation that employees/contractors earn in a given year that’s not paid until a subsequent year. This is known as nonqualified deferred compensation. Hoeg Law works with small businesses to ensure their compliance with IRS Code 409A, as well as a multitude of other tax related rules and regulations.

Structure Counseling – Whether you’re starting your first company or are a seasoned startup businessperson, there are always a lot of considerations to keep in mind. One of the biggest decisions for a new business is what type of legal structure would suit their needs best. Hoeg Law has years of experience and expertise working with new businesses to help them choose the best legal structure and how to organize after formation. We assist clients with the process of the legal formation of structures such as corporations, limited liability companies (LLCs) and more.

Non-Compete Agreements – When owners are selling their company non-competition agreements are often a part of the deal. This ensures that the seller cannot take the money and immediately turn around and compete against their former (now sold) company. As an experienced business contract law firm, Hoeg Law is well versed in drafting a variety of non-compete agreements as well as other legal business documents.

Talk To An M&A Lawyer Today

Hoeg Law has handled a multitude of mergers and acquisitions from term sheet to definitive documents, and everything in between. Whether you are seeking to sell your business and move on to greener pastures, or are looking to acquire someone else to continue your company’s upward expansion, we can help. If you have legal questions or need help buying or selling a business, schedule a free consultation with an experienced M&A attorney at Hoeg Law today.

In the video below, attorney Richard Hoeg provides insight on an acquisition between two large tech companies.

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